Tata Motors AR

Notice

Board’s Report

Management Discussion & Analysis Corporate Governance Report

Business Responsibility Report

117

As on March 31, 2017 the Company had a Non-Executive

Chairman who is regarded as related to the promoter. The Board

comprised of 9 directors out of which 4 were independent

directors, consequent upon retirement of Mr. Subodh

Bhargava, an Independent Director on March 29, 2017. On May

9, 2017, the Board appointed Mr O P Bhatt as an Additional and

Independent Director.

We further report that:

The Board of Directors of the Company is duly constituted with

proper balance of Executive Directors, Non-Executive Directors and

Independent Directors subject to what is stated above. The changes

in the composition of the Board of Directors that took place during

the period under review were carried out in compliance with the

provisions of the Act.

Adequate notice was given to all directors to schedule the Board

Meetings, agenda and detailed notes on agenda were sent at

least seven days in advance for meetings other than those held at

shorter notice for which necessary consents have been sought at

the meeting, and a system exists for seeking and obtaining further

information and clarifications on the agenda items before the

meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’

views are captured and recorded as part of the Minutes of the

Meetings.

We further report that there are adequate systems and processes

in the Company commensurate with the size and operations of the

Company to monitor and ensure compliance with applicable laws,

rules, regulations and guidelines.

We further report that during the audit period the Company had

following events which had bearing on the Company’s affairs in

pursuance of the above referred laws, rules, regulations, guidelines,

standards etc.

Memorandum of Understanding (MoU) for a long-term

partnership with Volkswagen Group and Skoda, to explore

strategic alliance opportunity for joint development of products.

ii.

Announcement of merger of the Company with TML Drivelines

Limited, a wholly-owned subsidiary of the Company primarily

engaged in the business of manufacturing Axles, Gearboxes

and other parts for the Company’s commercial vehicles.

iii.

The decision of the Supreme Court to ban sale of BS3 vehicles

with effect from April 1, 2017 would impact the automobile

industry including the Company mainly in the context of the

BS-III inventory lying unsold as on that date.

iv.

Issue of 144826 Ordinary shares and 25587 ‘A’ Ordinary shares

earlier kept in abeyance.

The Company redeemed Non-Convertible Debentures

aggregating

1200 crores during the year and has complied

with the applicable laws.

For Parikh & Associates

Company Secretaries

P. N. Parikh

(Partner)

FCS No: 327 CP No: 1228

Place: Mumbai

Date: May 23, 2017

This Report is to be read with our letter of even date which is annexed as Annexure

A and Forms an integral part of this report.

vi.

The Company made Private placement of Non- Convertible

Debentures aggregating

2700 crores and complied with the

applicable provisions of laws.

‘Annexure A’

To,

The Members

Tata Motors Limited

Our report of even date is to be read along with this letter.

Maintenance of secretarial record is the responsibility of the

management of the Company. Our responsibility is to express

an opinion on these secretarial records based on our audit.

We have followed the audit practices and process as were

appropriate to obtain reasonable assurance about the

correctness of the contents of the secretarial records. The

verification was done on test basis to ensure that correct facts are

reflected in secretarial records. We believe that the process and

practices, we followed provide a reasonable basis for our opinion.

We have not verified the correctness and appropriateness of

financial records and Books of Accounts of the Company.

Wherever required, we have obtained the Management

Representation about the Compliance of laws, rules and

regulations and happening of events etc.

The Compliance of the provisions of Corporate and other

applicable laws, rules, regulations, standards is the responsibility

of management. Our examinationwas limited to the verification

of procedure on test basis.

The Secretarial Audit report is neither an assurance as to

the future viability of the Company nor of the efficacy or

effectiveness with which the management has conducted the

affairs of the Company.